Section 1.  THE SERVICE.

These File Delivery and Information Reporting Service Terms (the “Service Terms”) set forth the terms and conditions under which Customer may obtain transaction, billing and related information for its Accounts (the “Service”).  The Service is also subject to the General Provisions of the Treasury Management Terms and Conditions Agreement (the “Agreement”) as if fully incorporated herein and all Applicable Laws.  In the event of a conflict between these Service Terms and other terms in the Agreement, these Service Terms shall control.  Unless otherwise defined herein, any capitalized terms shall have the meaning as set forth in the Agreement.  Any reference to the Agreement herein shall be deemed to include these Service Terms.


Customer will specify its preferences for the Service and provide such other information as required by Bank during the implementation process by completing the applicable Operational Instructions.  Customer will designate the Accounts to be enrolled in the Service and the type and frequency of reporting on Account balances, Transactions, billing (including Account analysis), and related information (including Account numbers and titles) (collectively, “Information”) that will be made available through the Service.  Customer must also select the format of how the Information will be reported through the Service, which may be accessed through Channels offered by Bank (including Intellix) as amended and updated from time to time.  Customer agrees to participate in any testing required for the reporting of Information, and agrees that Bank may also test such delivery to any third party that Customer designates in the applicable Operational Instructions, as described further below. 

Information may be made available through the Channel for Customer to view, download or delete as part of the Service.  Customer agrees that it is responsible for, and has authorized, each of its Users (and any Vendor, as described below) to view, download and delete the Information.  Once any Information has been deleted, Bank has no obligation to recreate any of the Information (including as part of the Service) and shall have no liability and be held harmless for any failure, denial or inability to recreate or replace the Information. 


Customer may also request to have information regarding Customer’s accounts maintained at another financial institution reported through the Service.  If Customer requests to have Bank report data from other financial institutions through the Service, Customer is responsible for authorizing the other financial institution to transmit data to Bank based on that financial institution’s requirements.  Bank will not have any responsibility or liability for the accuracy, timeliness or security of information provided regarding accounts maintained at another financial institution. 

Section 4.  FILE DELIVERY.

Customer may also request to have Information regarding Customer’s Accounts sent to third parties (including other financial institutions) through the Service.  Customer agrees that each such third party will be deemed Customer’s Vendor, and expressly authorizes Bank to share any Information as directed by Customer in the applicable Operational Instructions.  Bank will continue to send Information through the Service as directed by Customer until Customer has revoked or amended such directions in writing, including by submitting new Operational Instructions, and Bank has had a reasonable time to discontinue sending the Information and implement any revised Operational Instructions. 


Bank may offer Customer the ability to allow a third party, which shall be deemed Customer’s Vendor, to access Information through one of the Channels, an application programming interface (“API”), or other method established between Bank and such Vendor and agreed by Customer, including adding the Vendor as a User.  Any such method shall be deemed one of the “Channels” as defined in the Agreement.  Customer agrees to complete and execute any additional documentation required by Bank to establish access to Customer’s Information by the Vendor using the Channels, including additional or revised Operational Instructions, and expressly authorizes Bank to share Information with such Vendor as directed by Customer.  Customer understands and agrees that access granted to a Vendor using any Channels may also include the ability to download and delete the Information as described above.  Bank will continue to allow the Vendor to access Information through the Channels as directed by Customer until Customer has revoked or amended such instructions in writing, including by submitting new Operational Instructions, and Bank has had a reasonable time to discontinue access to Information and implement any updated Operational Instructions.  In addition to Bank’s limits on liability as set forth in the General Provisions, Customer agrees that Bank shall have no liability and be held harmless for delivering or permitting a Vendor access to Customer’s Information as contemplated by these Service Terms.   


Customer understands that certain Information made available through the Service is updated periodically during the Business Day and therefore, at any point in time may not reflect the information on Bank’s records at such time, and remains subject to adjustment prior to final posting.  Customer acknowledges and agrees that the Service does not include any recommendation, guaranty, representation or warranty whatsoever by the Bank.  Bank shall not be responsible or liable for the security of, any errors in, or delays regarding, information provided to Bank by other financial institutions, Customer’s Vendors or other non-Bank sources.  Customer understands and acknowledges that balances on all Accounts and other Information will be reported by Bank in United States Dollars (USD), regardless of whether the source account or information is maintained in United States Dollars or other currency.  Information on Accounts is retained for reporting purposes for a period of 18 months unless otherwise indicated.